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1 And the Lord spake unto Moses in the wilderness of Sinai, in the tabernacle of the congregation, on the first day of the second month, in the second year after they were come out of the land of Egypt, saying,

2 Take ye the sum of all the congregation of the children of Israel, after their families, by the house of their fathers, with the number of their names, every male by their polls;

3 From twenty years old and upward, all that are able to go forth to war in Israel: thou and Aaron shall number them by their armies.

4 And with you there shall be a man of every tribe; every one head of the house of his fathers.

5 And these are the names of the men that shall stand with you: of the tribe of Reuben; Elizur the son of Shedeur.

6 Of Simeon; Shelumiel the son of Zurishaddai.

7 Of Judah; Nahshon the son of Amminadab.

8 Of Issachar; Nethaneel the son of Zuar.

9 Of Zebulun; Eliab the son of Helon.

10 Of the children of Joseph: of Ephraim; Elishama the son of Ammihud: of Manasseh; Gamaliel the son of Pedahzur.

11 Of Benjamin; Abidan the son of Gideoni.

12 Of Dan; Ahiezer the son of Ammishaddai.

13 Of Asher; Pagiel the son of Ocran.

14 Of Gad; Eliasaph the son of Deuel.

15 Of Naphtali; Ahira the son of Enan.

16 These were the renowned of the congregation, princes of the tribes of their fathers, heads of thousands in Israel.

17 And Moses and Aaron took these men which are expressed by their names:

18 And they assembled all the congregation together on the first day of the second month, and they declared their pedigrees after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, by their polls.

19 As the Lord commanded Moses, so he numbered them in the wilderness of Sinai.

20 And the children of Reuben, Israel's eldest son, by their generations, after their families, by the house of their fathers, according to the number of the names, by their polls, every male from twenty years old and upward, all that were able to go forth to war;

21 Those that were numbered of them, even of the tribe of Reuben, were forty and six thousand and five hundred.

22 Of the children of Simeon, by their generations, after their families, by the house of their fathers, those that were numbered of them, according to the number of the names, by their polls, every male from twenty years old and upward, all that were able to go forth to war;

23 Those that were numbered of them, even of the tribe of Simeon, were fifty and nine thousand and three hundred.

24 Of the children of Gad, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

25 Those that were numbered of them, even of the tribe of Gad, were forty and five thousand six hundred and fifty.

26 Of the children of Judah, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

27 Those that were numbered of them, even of the tribe of Judah, were threescore and fourteen thousand and six hundred.

28 Of the children of Issachar, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

29 Those that were numbered of them, even of the tribe of Issachar, were fifty and four thousand and four hundred.

30 Of the children of Zebulun, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

31 Those that were numbered of them, even of the tribe of Zebulun, were fifty and seven thousand and four hundred.

32 Of the children of Joseph, namely, of the children of Ephraim, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

33 Those that were numbered of them, even of the tribe of Ephraim, were forty thousand and five hundred.

34 Of the children of Manasseh, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

35 Those that were numbered of them, even of the tribe of Manasseh, were thirty and two thousand and two hundred.

36 Of the children of Benjamin, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

37 Those that were numbered of them, even of the tribe of Benjamin, were thirty and five thousand and four hundred.

38 Of the children of Dan, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

39 Those that were numbered of them, even of the tribe of Dan, were threescore and two thousand and seven hundred.

40 Of the children of Asher, by their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

41 Those that were numbered of them, even of the tribe of Asher, were forty and one thousand and five hundred.

42 Of the children of Naphtali, throughout their generations, after their families, by the house of their fathers, according to the number of the names, from twenty years old and upward, all that were able to go forth to war;

43 Those that were numbered of them, even of the tribe of Naphtali, were fifty and three thousand and four hundred.

44 These are those that were numbered, which Moses and Aaron numbered, and the princes of Israel, being twelve men: each one was for the house of his fathers.

45 So were all those that were numbered of the children of Israel, by the house of their fathers, from twenty years old and upward, all that were able to go forth to war in Israel;

46 Even all they that were numbered were six hundred thousand and three thousand and five hundred and fifty.

47 But the Levites after the tribe of their fathers were not numbered among them.

48 For the Lord had spoken unto Moses, saying,

49 Only thou shalt not number the tribe of Levi, neither take the sum of them among the children of Israel:

50 But thou shalt appoint the Levites over the tabernacle of testimony, and over all the vessels thereof, and over all things that belong to it: they shall bear the tabernacle, and all the vessels thereof; and they shall minister unto it, and shall encamp round about the tabernacle.

51 And when the tabernacle setteth forward, the Levites shall take it down: and when the tabernacle is to be pitched, the Levites shall set it up: and the stranger that cometh nigh shall be put to death.

52 And the children of Israel shall pitch their tents, every man by his own camp, and every man by his own standard, throughout their hosts.

53 But the Levites shall pitch round about the tabernacle of testimony, that there be no wrath upon the congregation of the children of Israel: and the Levites shall keep the charge of the tabernacle of testimony.

54 And the children of Israel did according to all that the Lord commanded Moses, so did they.

h.וידבר… במדבר סיני … באחד לחדש וגו׳ AND [THE LORD] SPOKE [UNTO MOSES] IN THE DESERT OF SINAI … ON THE FIRST DAY OF THE [SECOND] MONTH … [TAKE YE THE SUM OF ALL THE CONGREGATION] etc. — Because they were dear to him, He counts them every now and then: when they went forth from Egypt He counted them (Exodus 12:37), when many of them fell in consequence of their having worshipped the golden calf He counted them to ascertain the number of those left (cf. Rashi Exodus 30:16); when he was about to make His Shechinah dwell amongst them (i. e. when He commanded them to make a Tabernacle), He again took their census; for on the first day of Nisan the Tabernacle was erected (Exodus 40:2) and shortly afterwards, on the first day of Iyar, He counted them.

h.למשפחתם — [TAKE YE THE SUM OF THE CONGREGATION …] AFTER THEIR FAMILIES — in order to ascertain the number of individuals in each tribe.

h.לבית אבתם BY THE HOUSE OF THEIR FATHERS — One whose father belongs to one tribe and his mother to another tribe shall take his stand with the tribe of his father (cf. Bava Batra 109b).

h.לגלגלתם BY THEIR POLLS — i. e. by means of shekels — “a beka a head (לגלגלת)”, as was prescribed on a previous occasion (Exodus 38:26).

h.כל יצא צבא [FROM TWENTY YEARS OLD AND UPWARDS] ALL THAT GO FORTH TO THE HOST — This tells us that no one less than twenty years of age goes forth to the host (cf. Rashi on Exodus 30:14 and Note thereon).

h.ואתכם יהיו AND WITH YOU THERE SHALL BE [A MAN OF EVERY TRIBE] — when you number them there shall be with you the princes of each tribe.

h.אלה קרואי העדה THESE WERE THOSE CALLED OF THE CONGREGATION — those who were called upon for every matter of importance that happened in the congregation.

h.האנשים האלה [AND MOSES AND AARON] TOOK THESE MEN — these twelve princes.

h.אשר נקבו WHO WERE MENTIONED to him (Moses) here בשמות BY NAME.

h.ויתילדו על משפחותם THEY DECLARED THEIR PEDIGREES AFTER THEIR FAMILIES — They brought the records of their pedigree and witnesses to confirm the prevalent presumption regarding their parentage, so that each might establish his pedigree with regard to the particular tribe (cf. Yalkut Shimoni on Torah 684).

h.אך את מטה לוי לא תפקד ONLY THOU SHALT NOT NUMBER THE TRIBE OF LEVI — The legion of the King is worthy to be numbered by itself (cf. Midrash Tanchuma, Bamidbar 15). — Another explanation is: The Holy One, blessed be He, foresaw that a decree would once be made against all those that had been numbered from twenty years and upwards, viz., that they should die in the wilderness (Numbers 14:29). He therefore said: Let these (the Levites) not be included amongst those now counted, in which case they must die, because they are Mine, since they did not sin by worshipping the golden calf (cf. Numbers Rabbah 3:7; Bava Batra 121b).

h.ואתה הפקד את הלוים BUT THOU SHALT APPOINT THE LEVITES OVERSEERS [OVER THE TABERNACLE etc.] — Understand the word הפקד as the Targum does:,מני “appoint”; it (the word מני) is an expression for appointing a person to control that thing over which he has been appointed; similar is, (Esther 2:3) “and let the king appoint (ויפקד) officers”.

h.יורידו אתו [AND WHEN THE DWELLING SETTETH FORWARD] THE LEVITES SHALL TAKE IT DOWN — Understand יורידו as the Targum does: they shall take it apart. Whenever they were about to set out on a journey in the wilderness from one station to another (cf. Rashi Exodus 40:38) they took the structure apart (lit., they took it apart from its state of being put up) and carried it to the place where the cloud afterwards abode, and there they encamped and erected it (the Tabernacle).

h.והזר הקרב AND THE LAYMAN THAT COMETH NIGH to this service of theirs,

h.יומת SHALL BE PUT TO DEATH by heaven (not by sentence of the court) (cf. Sanhedrin 84a).

h.ואיש על דגלו [AND THE CHILDREN OF ISRAEL SHALL ENCAMP, EVERY MAN BY HIS OWN CAMP] AND EVERY MAN BY HIS OWN STANDARD, just as the order of the banners is given in this Book (Numbers) — three tribes for every banner.

h.ולא יהיה קצף THAT THERE BE NO ANGER [UPON THE CONGREGATION] — If you act according to My commands there will be no anger, but if not, — i.e., that strangers take part in this their (the Levites’) service, there will be anger, just as we find at the incident with Korah (Numbers 17:11): “for there is anger gone forth [from the Lord]”.